CHINA STATE CONSTRUCTION DEVELOPMENT HOLDINGS LIMITED — Capital/Financing Update 2013

Sep 3, 2013

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 419)

CONNECTED TRANSACTION – PROPOSED AMENDMENT TO THE CONVERTIBLE NOTES

On 3 September 2013, the Company and Smart Concept Enterprise Limited, a company whollyowned by Mr. Yuen, an executive director of the Company and being the sole Noteholder, entered into the Deed of Variation to amend a term of the Convertible Notes to permit the Company to early redeem the outstanding Convertible Notes at their face value.

According to Rule 28.05 of the Listing Rules, any alterations in the terms of convertible equity securities after issue must be approved by the Stock Exchange, except where the alterations take effect automatically under the existing terms of such convertible equity securities. The Proposed Amendment shall be subject to the approval of the Stock Exchange. An application for approval of the Proposed Amendment will be submitted by the Company to the Stock Exchange.

As Mr. Yuen is an executive director of the Company, the Proposed Amendment constitutes a connected transaction for the Company under the Listing Rules and is subject to reporting, announcement and Independent Shareholders’ approval requirements.

The Company will put forward the Proposed Amendment at the EGM for Independent Shareholders’ approval.

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The Independent Board Committee comprising all the independent non-executive Directors, will be formed to advise the Independent Shareholders as to the fairness and reasonableness of the Proposed Amendment. The appointment of the Independent Financial Adviser is subject to the approval of the Independent Board Committee. Further announcement will be made by the Company as soon as possible after the appointment of the Independent Financial Adviser is made.

A circular containing, amongst other things, details of the Proposed Amendment, the letter from the Independent Board Committee, the letter from the Independent Financial Adviser to the Independent Board Committee and Independent Shareholders and notice of the EGM will be despatched to the Shareholders as soon as possible.

PROPOSED AMENDMENT TO CONVERTIBLE NOTES

Reference is made to the Company’s announcement dated 25 May, 2012 and the circular dated 8 August, 2012 in relation to the acquisition by the Company of the entire issued share capital of Yuan Shun Investments Limited. As part of the consideration for that acquisition, the Company issued the Convertible Notes to Smart Concept Enterprise Limited.

The Proposed Amendment

On 3 September 2013, the Company and Smart Concept Enterprise Limited, the current holder of the Convertible Notes, entered into the Deed of Variation to vary terms and conditions of the Convertible Notes so as to permit the Company to early redeem the Convertible Notes at their face value.

Apart from the Proposed Amendment, all other terms and conditions of the Convertible Notes remain intact and unchanged.

The Deed of Variation shall be subject to the following conditions:

• (i) all necessary consents and approvals (including Independent Shareholder’s approval) required to be obtained on the part of the Company in respect of the Deed of Variation having been obtained;

• (ii) approval of not less than 75% in principal amount of the holders of the Convertible Notes; and

• (iii) the Stock Exchange having approved the Proposed Amendment.

As at the date of this announcement, none of the conditions has been fulfilled. The Proposed Amendment shall take effect immediately upon the fulfillment of the abovementioned conditions.

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Reasons for the Proposed Amendment

The original terms and conditions of the Convertible Notes does not allow for early redemption. However, (i) in order to give flexibility to the Company; (ii) to permit the Company to better manage its gearing levels; and (iii) to assist the Board to manage possible dilution to Shareholders in the future, the Proposed Amendment is contemplated.

The Proposed Amendment which was arrived after arm’s length negotiation between the Board and Smart Concept Enterprise Limited has no financial impact to the financial position and operations of the Group as a result of such amendment.

In view of the above, the Board considers that the Proposed Amendment is in the interests of the Company and the Independent Shareholders as a whole. The Company has no current intention to early redeem the Convertible Notes.

Listing Rules implications

According to Rule 28.05 of the Listing Rules, any alterations in the terms of convertible equity securities after issue must be approved by the Stock Exchange, except where the alterations take effect automatically under the existing terms of such convertible equity securities. The Proposed Amendment shall be subject to the approval of the Stock Exchange. An application for approval of the Proposed Amendment will be submitted by the Company to the Stock Exchange.

The Company will put forward the Proposed Amendment at the EGM for approval.

As Mr. Yuen is an executive director of the Company, the Proposed Amendment constitutes a connected transaction for the Company under the Listing Rules and is subject to reporting, announcement and Independent Shareholders’ approval requirements.

The Independent Board Committee comprising all the independent non-executive Directors, will be formed to advise the Independent Shareholders as to the fairness and reasonableness of the Proposed Amendment. The appointment of the Independent Financial Adviser is subject to the approval of the Independent Board Committee. Further announcement will be made by the Company as soon as possible after the appointment of the Independent Financial Adviser is made.

A circular containing, amongst other things, details of the Proposed Amendment, the letter from the Independent Board Committee, the letter from the Independent Financial Adviser to the Independent Board Committee and Independent Shareholder and notice of the EGM will be despatched to the Shareholders as soon as possible.

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DEFINITIONS

In this announcement, the following words and expressions shall, unless the context otherwise requires, have the same meanings when used herein:

“Acquisition”	the acquisition by the Company of the entire issued share
	capital of Yuan Shun Investments Limited as announced by
	the Company on 25 May 2012
“Board”	the board of Directors
“Company”	China Jiuhao Health Industry Corporation Limited, a
	company incorporated in the Cayman Islands with limited
	liability, the issued shares of which are listed on the main
	board of the Stock Exchange
“Convertible Notes”	the RMB569,000,000 (approximately HK$700,000,000)
	face value convertible notes issued by the Company in
	connection with the Acquisition
“Deed of Variation”	the deed of variation dated 3 September 2013 entered
	into between the Company and Smart Concept Enterprise
	Limited relating to the amending of the terms and
	conditions of the Convertible Notes
“Director(s)”	the director(s) of the Company
“EGM”	the extraordinary general meeting of the Company to
	be held and convened to the Independent Shareholders
	approving the Deed of Variation
“Group”	the Company and its subsidiaries
“Hong Kong”	the Hong Kong Special Administrative Region of the
	People’s Republic of China
“Independent Board Committee”	the board committee comprising all the independent non-
	executive Directors to advise the Independent Shareholders
	as to fairness and reasonableness of the Deed of Variation
	and the transactions contemplated thereunder

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“Independent Financial Adviser”	the independent financial adviser to the Independent Board
	Committee and Independent Shareholders on the Proposed
	Amendment
“Independent Shareholders”	Shareholders other than Mr. Yuen and his associates
“Listing Rules”	the Rules Governing the listing of securities on the Main
	Board of the Stock Exchange
“Mr. Yuen”	Mr. Yuen Hoi Po, an executive director of the Company
“Proposed Amendment”	the proposed amendment to the terms of Convertible Notes
	which involves allowing the Company to early redeem the
	outstanding Convertible Notes at their face value
“Share(s)”	the ordinary share(s) HK$0.20 each in the share capital of
	the Company
“Shareholder(s)”	holder(s) of Share(s) as recorded on the registers of
	members of the Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“HK$”	Hong Kong dollars, the lawful currency of the Hong Kong
“%”	per cent.
	By Order of the Board
	China Jiuhao Health Industry Corporation Limited
	YUEN Hoi Po
	Chairman

Hong Kong, 3 September 2013

As at the date of this announcement, the Board comprises:

Executive Directors: Mr. YUEN Hoi Po (Chairman), Mr. ZHANG Changsheng (Vice Chairman) Non-executive Directors: Mr. Edward TIAN Suning, Mr. Hugo SHONG

Independent Non-executive Directors: Professor WEI Xin, Dr. WONG Yau Kar David, BBS, JP, Mr. YUEN Kin, Mr. CHU Yuguo

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